[8-K] COMMERCIAL METALS Co Reports Material Event

Rhea-AI Filing Summary

Commercial Metals Company (CMC) furnished an 8-K announcing it issued a press release with financial results for the fourth quarter and fiscal year ended August 31, 2025. The company also posted a financial presentation on its website.

CMC updated its methodology for certain non-GAAP measures—adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings, and adjusted EPS—and recast historical non-GAAP figures for fiscal years 2019–2024 and previously reported quarters of 2025 to align with the revisions.

The press release (Exhibit 99.1), presentation (Exhibit 99.2), and selected recast historical non-GAAP information with reconciliations (Exhibit 99.3) were furnished on October 16, 2025, and are not deemed filed.

Insights

Accounting Policy Analyst

Routine earnings 8-K with a non-GAAP methodology update and recast history.

CMC furnished Q4 and FY2025 results alongside a website presentation. It also revised how it calculates adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings, and adjusted EPS, and provided recast historical non-GAAP figures covering fiscal years 2019–2024 and prior 2025 quarters.

Because the materials are furnished, not filed, they are not subject to Section 18 liability. Recasting improves internal consistency across periods, aiding comparability within the company’s own non-GAAP framework.

Investors can review Exhibits 99.1–99.3 for the detailed results, presentation, and reconciliations aligned to the new methodology dated October 16, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 16, 2025

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)

1-4304

75-0725338

(Commission File Number)

(IRS Employer Identification No.)

6565 N. MacArthur Blvd.

Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

CMC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On October 16, 2025, Commercial Metals Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and the fiscal year ended August 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference into this Item 2.02, and the foregoing description of the press release is qualified in its entirety by reference to Exhibit 99.1.

The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure.

On October 16, 2025, the Company made available on its website a financial presentation regarding its financial results for the fourth quarter and the fiscal year ended August 31, 2025. A copy of the financial presentation is attached hereto as Exhibit 99.2. The financial presentation is incorporated by reference into this Item 7.01, and the foregoing description of the financial presentation is qualified in its entirety by reference to Exhibit 99.2. Further, the Company has modified its method of calculating adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share, and has recast its historical non-GAAP financial measures for annual and quarterly periods for fiscal years 2019 through 2024 and for the previously reported fiscal quarters of 2025 to conform to the revised methodology. Certain recast historical financial information is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 7.01, and the foregoing description of the recast historical financial information is qualified by reference to Exhibit 99.3.

The information in this Item 7.01 of Form 8-K, including Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.
(d)			Exhibits
The following exhibits are being furnished as part of this Current Report on Form 8-K:
99.1			Press Release issued by Commercial Metals Company on October 16, 2025
99.2			Financial Presentation
99.3			Selected Recast Historical Non-GAAP Financial Measures and Reconciliations
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						COMMERCIAL METALS COMPANY
Date: October 16, 2025						By: /s/ Paul J. Lawrence
						Name: Paul J. Lawrence
						Title: Senior Vice President and Chief Financial Officer

FAQ

What did Commercial Metals Company (CMC) announce in its 8-K?

CMC furnished a press release with Q4 and fiscal year 2025 results and posted a financial presentation, both dated October 16, 2025.

Which non-GAAP measures did CMC change the methodology for?

Adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings, and adjusted earnings per diluted share.

Which historical periods did CMC recast under the revised non-GAAP methodology?

Fiscal years 2019 through 2024 and previously reported fiscal quarters of 2025.

Are the exhibits considered filed or furnished?

They are furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

What exhibits accompanied the 8-K?

Exhibit 99.1 press release, Exhibit 99.2 financial presentation, and Exhibit 99.3 selected recast historical non-GAAP measures and reconciliations.

What period do the announced results cover?

The fourth quarter and fiscal year ended August 31, 2025.

Where did CMC make the financial presentation available?

On the company’s website, with a copy furnished as Exhibit 99.2.